3661
      West Oakland Park Boulevard, Suite 300

    Lauderdale
      Lakes, FL 33311

    


    2001
      FRANCHISE PROGRAM STOCK OPTION AGREEMENT

    


    THIS
      AGREEMENT CERTIFIES THAT,
      for
      value received, and for his service _______________________ ("Optionee") is
      entitled to purchase from 21st
      Century
      Holding Company, a Florida corporation, ("21st
      Century"), ________ (___) shares of 21st Century's common stock (treasury
      stock), $.01 par value per share (the "Common Stock"), at the price of $ ____per
      share (the "Exercise Price"), subject to the terms and conditions of this
      Agreement and 21st Century’s 2001 Franchise Program Stock Option Plan (the
      "Plan").

    


    1. Grant
      Under 2001 Franchise Stock Option Plan.
      This
      option is granted pursuant to and is governed by the Plan and, unless the
      context otherwise requires, terms used herein shall have the same meaning as
      in
      the Plan. Determinations made in connection with this option pursuant to the
      Plan shall be governed by the Plan as it exists on this date. In the event
      of
      any inconsistency between this Agreement and the Plan, or if any issue is not
      addressed by this Agreement, the provisions of the Plan shall
      govern.

    


    2. Grant
      not Incentive Stock Option; Other Options.
      This
      option is not intended to qualify as an incentive stock option under Section
      422
      of the Internal Revenue Code of 1986, as amended (the "Code"). This option
      is in
      addition to any other options heretofore or hereafter granted to the Optionee
      by
      21st Century. 

    


    3. Vesting.
      The
      options granted under this Agreement shall be 100% vested upon date the options
      are granted. The options may be exercised up to the date which is two (2) years
      from the date the options are granted.

    


    4. Payment
      of Price.
      The
      option price is payable (i) in cash or (ii) by certified check or bank
      cashier's check payable to the order of 21st Century in the amount of such
      purchase price.

    


    5. Agreement
      to Purchase for Investment.
      By
      acceptance of this option, the Optionee agrees that a purchase of shares under
      this option will be made with investment intent and not with a view to their
      distribution, as that term is used in the Securities Act of 1933, as amended
      (the "Act"), unless in the opinion of counsel to 21st Century such distribution
      is in compliance with or exempt from the registration and prospectus
      requirements of the Act, or a registration statement is in effect pursuant
      to
      the Act with respect to the shares, and the Optionee agrees to sign a
      certificate to such effect at the time of exercising this option and agrees
      that
      the certificate for the shares so purchased may be inscribed with a legend
      to
      ensure compliance with the Act.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Method
      of Exercising Option.
      Subject
      to the terms and conditions of this Agreement, this option may be exercised
      by
      written notice to the Committee, at the principal executive offices of 21st
      Century, or to such transfer agent as 21st Century shall designate. Such notice
      shall state the election to exercise an option and the number of shares in
      respect of which it is being exercised and shall be signed by the person or
      persons so exercising this option. Such notice shall be accompanied by payment
      of the full purchase price of such shares, and 21st Century shall deliver a
      certificate or certificates representing such shares as soon as practicable
      after such payment is received. The certificate or certificates for the shares
      as to which this option shall have been so exercised shall be registered in
      the
      name of the person or persons so exercising this option (or, if this option
      shall be exercised by the Optionee and if the Optionee shall so request in
      the
      notice exercising this option, shall be registered in the name of the Optionee
      and another person jointly, with right of survivorship) and shall be delivered
      as provided above to or upon the written order of the person or persons
      exercising this option. In the event this option shall be exercised by any
      person or persons other than the Optionee (if in compliance with the Plan),
      such
      notice shall be accompanied by appropriate proof of the right of such person
      or
      persons to exercise this option. All shares that shall be purchased upon the
      exercise of this option as provided herein shall be fully paid and
      non-assessable. 

    


    7. No
      Obligation to Exercise Option.
      The
      grant and acceptance of this option imposes no obligation on the Optionee to
      exercise the option.

    


    8. Capital
      Changes and Business Successions.
      The
      Plan contains provisions covering the treatment of options in a number of
      contingencies, such as stock splits and mergers. Provisions in the Plan for
      adjustment with respect to stock subject to options and the related provisions
      with respect to successors to the business of 21st Century are hereby made
      applicable hereunder and are incorporated herein by reference.

    


    9. Termination
      of Optionee as Franchisee. In
      the
      event that the Optionee's franchise relationship with 21st Century and/or its
      subsidiaries is terminated for any reason, all unvested and/or unexercised
      options shall immediately terminate.

    


    10. Reservation
      of Common Stock.
      21st
      Century will at all times reserve and keep available for issuance upon the
      exercise of this Agreement such number of its authorized but unissued shares
      of
      Common Stock as will be sufficient to permit the exercise in full hereof, and
      upon such issuance such shares of Common Stock will be validly issued, fully
      paid, and nonassessable.

    


    11. No
      Shareholder Rights or Obligation.
      This
      Agreement will not entitle the Optionee (or subsequent holder of this Agreement)
      hereof to any voting rights or other rights as a shareholder of 21st Century.
      No
      provision of this Agreement will give rise to any obligation of the Optionee
      for
      the Exercise Price of Common Stock acquirable by exercise hereof or as a
      shareholder of 21st Century.

    


    
      
        
        

      

      
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    12. Additional
      Provisions.
      On an
      annual basis, the Committee shall meet to discuss any special factors affecting
      Optionee's franchise relationship with 21st Century. In the event that the
      Committee and the Optionee agree that an additional condition or provision
      be
      added to the option, then such addition shall be added to the option by addendum
      signed by both the Optionee and 21st Century and attached hereto. The addendum
      shall become an integral part of this Agreement.

    


    13. Amendments.
      Except
      as expressly contemplated by the Plan, the provisions of this Agreement may
      not
      be amended, supplemented, waived or changed orally, but only by a writing signed
      by the party as to whom enforcement of any such amendment, supplement, waiver
      or
      modification is sought and making specific reference to this
      Agreement.

    


    14. Assignments.
      Except
      as otherwise provided herein, the Optionee shall not assign his or her rights
      and/or obligations hereunder without the prior written consent of 21st
      Century.

    


    15. Further
      Assurances.
      The
      parties hereby agree from time to time to execute and deliver such further
      and
      other transfers, assignments and documents and do all matters and things which
      may be convenient or necessary to more effectively and completely carry out
      the
      intentions of this Agreement.

    


    16. Binding
      Effect.
      All of
      the terms and provisions of this Agreement shall be binding upon, inure to
      the
      benefit of, and be enforceable by the parties and their respective
      administrators, executors, legal representatives, heirs, successors and
      permitted assigns, whether so expressed or not. 

    


    17. Notices.
      All
      notices, requests, consents and other communications required or permitted
      under
      this Agreement shall be in writing (including electronic transmission) and
      shall
      be (as elected by the person giving such notice) hand delivered by messenger
      or
      courier service, electronically transmitted, or mailed (airmail if
      international) by registered or certified mail (postage prepaid), return receipt
      requested, addressed to: 

    


    If
      to the
      Optionee:     

    


    _______________________________
      

    _______________________________

    _______________________________

     

    
      
        
        

      

      
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    If
      to
      21st Century:

    


    21st
      Century Holding Company

    4161
      NW
      5th
      Street

    Plantation,
      FL 33317

    


    


    or
      to
      such other address as any party may designate by notice complying with the
      terms
      of this Section. Each such notice shall be deemed delivered (a) on the date
      delivered if by personal delivery; (b) on the date of transmission with
      confirmed answer back if by electronic transmission; and (c) on the date
      upon which the return receipt is signed or delivery is refused or the notice
      is
      designated by the postal authorities as not deliverable, as the case may be,
      if
      mailed. 

    


    18. Survival.
      All
      covenants, agreements, representations and warranties made herein or otherwise
      made in writing by any party pursuant hereto shall survive the execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby. 

    


    19. Jurisdiction
      and Venue.
      The
      parties acknowledge that a substantial portion of the negotiations, anticipated
      performance and execution of this Agreement occurred or shall occur in Broward
      County, Florida. Any civil action or legal proceeding arising out of or relating
      to this Agreement shall be brought in the courts of record of the State of
      Florida in Broward County or the United States District Court, Southern District
      of Florida. Each party consents to the jurisdiction of such court in any such
      civil action or legal proceeding and waives any objection to the laying of
      venue
      of any such civil action or legal proceeding in such court. Service of any
      court
      paper may be effected on such party by mail, as provided in this Agreement,
      or
      in such other manner as may be provided under applicable laws, rules of
      procedure or local rules.

    


    20. Enforcement
      Costs.
      If any
      civil action, arbitration or other legal proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach, default
      or misrepresentation in connection with any provisions of this Agreement, the
      successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys' fees, sales and use taxes, court costs and all expenses
      even if not taxable as court costs (including, without limitation, all such
      fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy
      and post-judgment proceedings), incurred in that civil action, arbitration
      or
      legal proceeding, in addition to any other relief to which such party or parties
      may be entitled. Attorney's fees shall include, without limitation, paralegal
      fees, investigative fees, administrative costs, sales and use taxes and all
      other charges billed by the attorney to the prevailing party.

    


    21. Governing
      Law.
      This
      Agreement and all transactions contemplated by this Agreement shall be governed
      by, and construed and enforced in accordance with, the laws of the State of
      Florida, without regard to principles of conflicts of laws. 

    


    
      
        
        

      

      
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    22. Provision
      of Documentation to Optionee.
      By
      signing this Agreement, the Optionee acknowledges receipt of a copy of this
      Agreement and a copy of 21st Century's 2001 Franchise Stock Option
      Plan.

     

    23. Entire
      Agreement.
      This
      Agreement and the Plan represent the entire understanding and agreement between
      the parties with respect to the subject matter hereof, and supersedes all other
      negotiations, understandings and representations (if any) made by and between
      such parties.

    


    IN
      WITNESS WHEREOF,
      21st
      Century and the Optionee have caused this instrument to be duly
      executed.

    


    Date
      of
      Grant:  

    Date
      of
      Agreement: 

    


     

    
      
        	 	 	 	21st
                Century
                Holding Company
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	Optionee Signature	 	 	
              
	 	 	TITLE:
	 
	Print Name of Optionee	 	 	
              
	 	 	 	 
	Street Address	 	 	 
	
              	 	 	 
	City                                                   
                State                                           
                Zip Code	 	 	 


      



    


    
      
        
          
          

        

        
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